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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BIOGEN, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-3002117
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(State of incorporation or organization) (IRS Employer
Identification No.)
14 Cambridge Center, Cambridge, MA 02142
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box:
[ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box:
[X]
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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Item 1. Description of Securities To Be Registered.
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Expiration of Old Rights
In 1989, the Board of Directors of Biogen, Inc. (the "Company") declared a
dividend to holders of the Company's Common Stock, $.01 par value per share
("Common Shares"), of rights (the "Old Rights") to purchase shares of Series A
Junior Participating Preferred Stock (the "Old Preferred Stock"). Each Old Right
entitled the registered holder to purchase from the Company one one-hundredth of
a share of Old Preferred Stock upon the terms and subject to the conditions set
forth in a Rights Agreement dated as of May 8, 1989, between Biogen, Inc. and
The First National Bank of Boston (the "Old Plan"). The Old Plan and Old Rights
expire on May 8, 1999.
Description of Securities to be Registered: New Preferred Share Purchase Rights
Accordingly, on April 16, 1999, the Board of Directors declared a dividend
of one new preferred share purchase right (a "New Right") for each outstanding
Common Share of the Company, which shall be made to the stockholders of record
on May 8, 1999 (the "Record Date"). Each New Right entitles the registered
holder to purchase from the Company one one-thousandth of a share of a new
series of preferred stock (the Series A-1 Junior Participating Preferred Stock,
referred to herein as the "Preferred Shares"), at a price of $850 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. Each one one-thousandth of a Preferred Share has rights, privileges
and preferences which make its value approximately equal to the value of one
Common Share. A full description of the terms of the New Rights is set forth in
a new shareholder rights agreement dated as of May 8, 1999 (the "New Rights
Agreement"), between the Company and State Street Bank and Trust Company, as
Rights Agent (the "Rights Agent").
Terms and Conditions of New Rights and New Rights Agreement
Initially, the New Rights will be evidenced by the stock certificates
representing the Common Shares then outstanding, and no separate Right
Certificates, as defined, will be distributed. Until the earlier of (i) the
close of business on the tenth day following the day on which there is a public
announcement or public disclosure of facts indicating that a person, entity or
group of affiliated or associated persons (an "Acquiring Person") have acquired,
beneficial ownership of 20% or more of the outstanding Common Shares (other than
certain excluded persons) or (ii) the tenth business day (or such later date as
may be determined by action of the Board of Directors prior to such time as any
person or entity becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of such outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the New Rights will be evidenced,
with respect to any of the Common Share certificates outstanding as of May 8,
1999, by such Common Share certificates.
The New Rights Agreement provides that, until the Distribution Date, the
New Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or
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earlier redemption or expiration of the New Rights), new Common Share
certificates issued after May 8, 1999, upon transfer or new issuance of Common
Shares, will contain a notation incorporating the New Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the New Rights), the surrender or transfer of any certificates for Common Shares
outstanding as of May 8, 1999, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer of
the New Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the New Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
New Rights.
The New Rights are not exercisable until the Distribution Date. The New
Rights will expire on May 8, 2009 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the New Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the New Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain
rights, options or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding New Rights and the number of one one-thousandths
of a Preferred Share issuable upon exercise of each New Right are also subject
to adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidation or combinations of the Common Shares occurring, in any case, prior
to the Distribution Date.
Preferred Shares purchasable upon exercise of the New Rights will not be
redeemable. Each Preferred Share will be entitled to receive when, as and if
approved by the Board of Directors out of funds legally available for the
purpose, a minimum preferential quarterly dividend payment of $1.00 but will be
entitled to an aggregate dividend of 1,000 times the dividend declared per
Common Share. In the event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation payment of $1,000 but
will be entitled to an aggregate payment of 1,000 times the payment made per
Common Share. Each Preferred Share will have 1,000 votes, voting together with
the Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 1,000 times the amount of consideration received per Common
Share. These rights are protected by customary anti-dilution provisions. Because
of the nature of the Preferred Shares' dividend and liquidation
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rights, the value of one one-thousandth of a Preferred Share should approximate
the value of one Common Share.
In the event that any person becomes an Acquiring Person, proper provision
shall be made so that each holder of a New Right, other than New Rights
beneficially owned by the Acquiring Person or an Associate or Affiliate of such
Acquiring Person or certain of their transferees (which Rights will thereafter
be void), will have the right to receive upon exercise that number of Common
Shares having a market value of two times the purchase price of the New Right
(or, if such number of shares is not and cannot be authorized, the Company may
issue Preferred Stock, cash, debt, stock or a combination thereof in exchange
for the New Rights).
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a New Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the New Right, that number of shares of common stock
of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the New Right.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the outstanding
Common Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the New Rights (other than New Rights owned by such person or group
which have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-thousandth of a Preferred Share, per New Right (or, if the
number of shares is not and cannot be authorized, the Company may issue cash,
debt, stock or a combination thereof in exchange for the New Rights), subject to
adjustment.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of the number of one one-thousandths of a
Preferred Share issuable upon the exercise of one New Right, which may, at the
option of the Company, be evidenced by depository receipts), and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier of (i) the time that any person becomes an
Acquiring Person, or (ii) the Final Expiration Date, the Board of Directors of
the Company may redeem the New Rights in whole, but not in part, at a price of
$.001 per New Right (the "Redemption Price"). Following the expiration of the
above periods, the New Rights become nonredeemable. Immediately upon any
redemption of the New Rights, the right to exercise the New Rights will
terminate and the only right of the holders of New Rights will be to receive the
Redemption Price.
The Company may from time to time, and the Rights Agent will, if the
Company so directs, supplement or amend the New Rights Agreement without the
approval of any holders of Right Certificates in order to cure any ambiguity, to
correct or supplement any provision
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contained therein which may be defective or inconsistent with any other
provisions therein, or to make any change to or delete any provision thereof or
to adopt any other provisions with respect to the Rights which the Company may
deem necessary or desirable; PROVIDED, HOWEVER, that from and after such time as
any Person becomes an Acquiring Person, the New Rights Agreement may not be
amended or supplemented in any manner which would adversely affect the interests
of the holders of Rights (other than an Acquiring Person and its Affiliates and
Associates).
Until a New Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The New Rights have certain anti-takeover effects. The New Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors. The New
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the New Rights may be redeemed by the
Company at $.001 per New Right prior to the earlier of (i) such time as any
person has become an Acquiring Person, or (ii) the Final Expiration Date.
The foregoing description of the New Rights Agreement and New Rights, as
well as the other matters discussed herein, is qualified in its entirety by
reference to the New Rights Agreement and the Exhibits thereto, which are
incorporated herein by reference.
Item 2. Exhibits.
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The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
1. Rights Agreement, dated as of May 8, 1999, between Biogen,
Inc. and State Street Bank and Trust Company, including the
form of Certificate of Vote of Directors Establishing a
Class or Series of Stock, attached thereto as Exhibit A, the
form of Rights Certificate, attached thereto as Exhibit B,
and the Summary of Rights, attached thereto as Exhibit C
(incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated April 27,
1999).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
BIOGEN, INC.
By: /s/ Michael J. Astrue
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Michael J. Astrue
Vice President and General Counsel
Dated: April 29, 1999
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INDEX TO EXHIBITS
Exhibit No. Description
1. Rights Agreement, dated as of May 8, 1999, between Biogen,
Inc. and State Street Bank and Trust Company, including the
form of Certificate of Vote of Directors Establishing a
Class or Series of Stock, attached thereto as Exhibit A, the
form of Rights Certificate, attached thereto as Exhibit B,
and the Summary of Rights, attached thereto as Exhibit C
(incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated April 27,
1999).
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